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Announcement of Resolutions Adopted at the Fourth Session of the Fourth Supervisory Board
The Fourth Session of the Supervisory Board of Dalian Refrigeration Co., Ltd. (“the Company”) was held on April 19, 2005, in the Company’s Fifth-Floor Conference Room. All three members of the Supervisory Board attended the meeting, which was chaired by Mr. Yu Fuchun, Chairman of the Supervisory Board. The notice of and the convening of the meeting were in compliance with applicable laws, regulations, rules, and the Company’s Articles of Association. The meeting reviewed and adopted the following resolutions: I. Report on the Work of the Company’s Supervisory Board for the Year 2004; Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes. II. The “Supervisory Board Report” in the Company’s 2004 Annual Report; Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes. III. Report on the Write-Off of Impairment Provisions for Certain Company Assets. Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes. The Supervisory Board hereby expresses the following independent opinion on the following matters: 1. Compliance with the law in the company’s operations. The company’s decision-making procedures are lawful, and a relatively comprehensive internal control system has been established. During the performance of their duties, the company’s directors and managers have not engaged in any conduct that violates laws, regulations, the company’s articles of association, or that harms the company’s interests. 2. Financial condition of the company: Dalian Hualian Certified Public Accountants LLP and PwC Zhongtian Certified Public Accountants LLP both issued unqualified audit reports. The financial statements faithfully reflect the company’s financial position and operating results. 3. During the reporting period, the Company did not raise any new capital. With respect to the funds raised from the issuance of B shares in 1998, one project funded under that issuance continued into the reporting period, and the actual expenditures for the project were consistent with the commitments made at the time of the offering. 4. During the reporting period, the Company did not engage in any significant asset acquisitions or disposals. 5. During the reporting period, the company’s principal related-party transactions consisted of purchases of goods from affiliated companies. Such related-party transactions were conducted on arm’s-length terms and did not prejudice the company’s interests. 6. The company’s provision for asset impairment for the year 2004 was made in accordance with lawful resolution procedures and supported by sufficient supporting evidence. 7. The resolution procedure for the write-off of the company’s asset impairment reserves is lawful, and the supporting rationale is sufficient.
Supervisory Board of Dalian Refrigeration Co., Ltd. |